The Board confines itself to making broad policy decisions and exercising a number of reserved powers to consider and approve financial statements in interim report and annual report and to consider the dividend policy and dividend amount and to monitor the corporate governance of the Company.

The Board confines itself to making broad objectives and strategic decisions while delegating responsibilities for more detailed consideration to various committees including the Strategic Planning Committee, Audit Committee and Remuneration Committee which are established under the Board. Each of these committees has its respective terms of reference and reports its work to the Board regularly and makes suggestions on the matters under discussion. With delegated authority by the Board, the senior management will implement those strategic plans, policies and business plans conferred by the Board and/or the Committees.

The independent non-executive directors (INEDs) play an important role in corporate governance. Half of the members of the Strategic Planning Committee are INEDs, and the Audit Committee and Remuneration Committee comprise members of all INEDs. In this connection, the INEDs provide their independent opinions on matters including strategy, corporate performance and accountability at various committee meetings and Board meetings.

Mr. ZHU Gongshan

Executive Director & Chairman

ZHU Gongshan (Chairman) is the founder of the Company. He has been an Executive Director and the Chairman of the Company since July 2006. Mr. Zhu is a member of the Strategy and Investment Committee of the Company. Mr. Zhu and his family (including his son, Mr. Zhu Yufeng, who is also a Director of the Company) are the beneficiaries of a discretionary trust which was interested in about 34.26% issued share capital of the Company at 15 March 2018, the date of this report.

Mr. Zhu Gongshan is currently the chairman of Global Solar Council, the chairman of Asian Photovoltaic Industry Association, the honorary chairman of Africa Food Fund (非洲糧食基金), a member of the 12th Jiangsu Province Committee of the Chinese People’s Political Consultative Conference, the vice director (China) of The Prince’s Charities Foundation, a member of American Council on Renewable Energy, the executive chairman of ICC China Environment and Energy Committee, the vice chairman of China Overseas Chinese Entrepreneurs Association, the vice chairman of China Industrial Overseas Development & Planning Association, the chairman of China New Energy International Alliance, the vice president of Chinese Renewable Energy Industries Association, the vice chairman of China Fortune Foundation Limited, the vice chairman of the Cogeneration Professional Committee of the Chinese Society for Electrical Engineering (中國電機工程學會熱電專業委員會), the vice president of Jiangsu Federation of Industry and Commerce, the honorary chairman of Jiangsu Residents Association in Hong Kong, the honorary chairman of the 4th board of directors of Nanjing University, and the honorary president of Hong Kong Baptist University Foundation.

Mr. Zhu Gongshan has been awarded the “China’s Top Ten Economic Person of the Year 2015” in 2016, the“New Global Energy Outstanding Contributor” award in 2015, and the “Green China — Outstanding Leader of Environmental Protection” award in 2014 and was praised as one of the “Top Ten Chinese to Change the Future” by the Sunday Times of the United Kingdom in 2009. Mr. Zhu Gongshan graduated from Nanjing Electric Power College (南京電力專科學校) in July 1981 and obtained a diploma in electrical automation. Mr. Zhu Gongshan is also the director of GCL System Integration Technology Co., Ltd., a company with its shares listed on the Shenzhen Stock Exchange (Stock Code: 002506).

Mr. ZHU Zhanjun

Executive Director & Chief Executive Officer

ZHU Zhanjun (CEO) has been an Executive Director and Executive President of the Company since January 2015. He has been appointed as the Chief Executive Officer (“CEO”) of the Company since April 2016. Mr. Zhu is a member of the Strategy and Investment Committee of the Company and also a director of several subsidiaries of the Company. He has vast experience in the polysilicon and wafer business. He joined the Company in 2004 as a plant manager of one of our power plants and became a general manager in 2006. He was transferred to Jiangsu Zhongneng Polysilicon Technology Development Co., Ltd.* (江蘇中能硅業發展有限公司) (“Jiangsu Zhongneng”), a subsidiary of the Company which manufactures polysilicon, as Deputy Director-Infrastructure in 2008. Mr. Zhu was promoted as the General Manager of Jiangsu GCL Silicon Material Technology Development Co., Ltd. (江蘇協鑫硅材料科技發展有限公司) (“Jiangsu GCL”), a subsidiary of the Company in 2009 and was appointed as a vice president of the Company in 2013, overseeing the Company’s ingot business and Jiangsu GCL’s wafer business. Mr. Zhu is an engineer and obtained a Master’s degree in Business Administration from China Europe International Business School (中歐國際工商學院) in 2013. Mr. Zhu is currently responsible for the overall operation and management of the Group.

Mr. JI Jun

Executive Director

JI Jun has been an Executive Director of the Company since November 2006. He is also a member of the Strategy and Investment Committee of the Company. Mr. Ji focuses on strategic planning and business development of the Group. He has extensive experience in the power industry and has experience in handling corporate finance projects.

Mr. ZHU Yufeng

Executive Director

ZHU Yufeng has been an Executive Director of the Company since September 2009 and is a member of the Remuneration Committee of the Company. Mr. Zhu is also a director of several subsidiaries of the Company. He graduated from George Brown College (Business Administration Faculty) in 2005. Mr. Zhu and his family (including his father, Mr. Zhu Gongshan, who is also a Director of the Company) are the beneficiaries of a discretionary trust which owns about 34.26% issued share capital of the Company at 15 March 2018. Mr. Zhu joined a subsidiary of the Company in 2006. He is responsible for human resources, administration and project tender of the Company. Mr. Zhu is also the chairman and an executive director of GCL New Energy Holdings Limited (“GNE”), a subsidiary of the Company with its shares listed on the Hong Kong Stock Exchange Main Board (Stock Code:451).

Ms. SUN Wei

Executive Director

SUN Wei has been an Executive Director of the Company since September 2016. Prior to the appointment, Ms. Sun was an Executive Director of the Company for the periods from November 2006 to July 2007 and from October 2007 until January 2015. She has served the Company as the Honorary Chairman of Finance and Strategy Function since January 2015. She is also a director of several subsidiaries of the Company. Ms. Sun currently is responsible for the corporate finance, financial strategy and management of the Group. Ms. Sun is the non-executive director of GNE. She is also the vice chairman of Golden Concord Holdings Limited, a company controlled by Mr. Zhu Gongshan. Ms. Sun has over 20 years’ experience in corporate finance, financial strategy and management experience. Ms. Sun was awarded a Doctorate degree in Business Administration in 2005.

Mr. YEUNG Man Chung, Charles

CFO and Company Secretary

YEUNG Man Chung, Charles (CFO and Company Secretary) has been an Executive Director of the Company since September 2014. He is also a member of the Nomination Committee, Corporate Governance Committee and Strategy and Investment Committee of the Company. Mr. Yeung was appointed as the Chief Financial Officer (“CFO”) of the Company on 30 April 2014 and Company Secretary of the Company on 20 March 2017. He is also a director of several subsidiaries of the Company. Prior to joining the Company in April 2014, he served as partner of Deloitte Touche Tohmatsu and was a part-time member of the Central Policy Unit of the Government of Hong Kong Special Administrative Region. When he left Deloitte Touche Tohmatsu in March 2014, he was the Head of Corporate Finance Advisory Services, Southern China. Mr. Yeung has a Bachelor of Business degree with a major in accounting and he is also a member of The Hong Kong Institute of Certified Public Accountants and The Australian Society of Certified Practising Accountants. Mr. Yeung has over 25 years of experience in accounting, auditing and financial management. Mr. Yeung is responsible for the financial control and reporting, corporate finance, tax and risk management of the Company and its subsidiaries. Mr. Yeung is a non-executive director of GNE and also is the vice president of Golden Concord Group Limited, a company controlled by the Zhu Family Trust, since November 2017. Mr. Yeung is an independent non-executive director of Tree Holdings Limited, a company with its shares listed on the Hong Kong Stock Exchange GEM Board (Stock code: 8395). He is also a director of Millennial Lithium Corp., a company with its shares listed on the TSX Venture Exchange in Canada.

Mr. JIANG Wenwu

Executive Director

JIANG Wenwu has been an Executive Director of the Company since April 2016. He was the deputy general manager of Jiangsu Zhongneng in 2007 and was promoted as the general manager in 2010. In 2015, Mr. Jiang was further promoted as senior vice president (solar business) of the Company. In 2017, Mr. Jiang was promoted as the chairman of Jiangsu Zhongneng. He is also a director of several subsidiaries of the Company.

Mr. Jiang is a senior engineer. He obtained an executive master’s degree in business administration in 2014 from Cheung Kong Graduate School of Business and a master’s degree in engineering in 2003 from Liaoning Shihua University (遼寧石油化工大學), the PRC. Mr. Jiang is responsible for the daily operation and management of Jiangsu Zhongneng, the principal business of which is production and sale of polysilicon.

Mr. ZHENG Xiongjiu

Executive Director

ZHENG Xiongjiu has been an Executive Director of the Company since April 2016. He was the general manager of the Company’s two wafer plants in 2010. Since 2013, Mr. Zheng has managed the wafer business of five wafer plants including the two original wafer plants. In 2015, Mr. Zheng was promoted as senior vice president (solar business) of the Company. Mr. Zheng is also a director of several subsidiaries of the Company. He graduated from Xian Jiaotong University in 1991, major in mechanical engineering. Mr. Zheng obtained a Master’s degree in Business Administration from China Europe International Business School (中歐國際工商學院) in 2016. Mr. Zheng is currently responsible for the daily operation and management of the five wafer plants of the Company, the principal business of which is production and sale of wafer.

Ir. Dr. Raymond HO Chung Tai

Independent Non-executive Director

HO Chung Tai, Raymond SBS, MBE, S.B.St.J., JP, aged 78, has been an Independent Non-Executive Director of the Company since September 2007. He is the chairman of the Remuneration Committee, the Strategy and Investment Committee and the Corporate Governance Committee of the Company, and also a member of the Audit Committee and the Nomination Committee of the Company.

Dr. Ho has 50 years of experience in the fields of civil, structural, environmental and geotechnical engineering and direct project management of mega size engineering projects including 40 years in Hong Kong and 10 years in the United Kingdom, with direct responsibility in the HK$3.0 billion project of Electrification and Modernisation of Kowloon-Canton Railway from the mid-70’s till early 80’s, all the government-funded infrastructure works for Shatin New Town and Tseung Kwan O New Town from early 80’s till the end of 1993, major projects of tunnels, bridges, flyovers, roads, dockyards, jetties, hospitals, hotels, incinerators, high-rise commercial and residential buildings, geotechnical work, environmental studies and projects. Dr. Ho holds a Doctorate degree in Civil Engineering from the City University of London, United Kingdom, an Honorary Doctorate of Business Administration from the City University of Hong Kong, an Honorary Doctorate of Laws from the University of Manchester, United Kingdom, a Postgraduate Diploma in Geotechnical Engineering from the University of Manchester, United Kingdom and a Bachelor’s degree in Civil Engineering from the University of Hong Kong. Dr. Ho is an independent non-executive director of Deson Development International Holdings Limited, China State Construction International Holdings Limited, Chinlink International Holdings Limited and AP Rentals Holdings Limited.

Mr. YIP Tai Him

Independent Non-executive Director

YIP Tai Him has been an Independent Non-Executive Director of the Company since March 2009. He is the chairman of the Audit Committee and the Nomination Committee and is also a member of the Remuneration Committee, the Strategy and Investment Committee and the Corporate Governance Committee of the Company. Mr. Yip is a practising accountant in Hong Kong. He is also a member of the Institute of Chartered Accountants in England and Wales and the Association of Chartered Certified Accountants in the United Kingdom. He has over 20 years of experience in accounting, auditing and financial management. Mr. Yip is currently an independent non-executive director of the following listed companies in Hong Kong, namely, Shentong Robot Education Group Company Limited, Redco Properties Group Limited, Bisu Technology Group International Limited, Sino Golf Holdings Limited and New Wisdom Holding Company Limited.

Mr. SHEN Wenzhong

Independent Non-executive Director

SHEN Wenzhong has been an Independent Non-Executive Director of the Company since July 2015. He is a member of the Audit Committee and the Strategy and Investment Committee of the Company. Dr. Shen has been a Professor and PhD Supervisor in the Department of Physics and Astronomy, Shanghai Jiao Tong University since 1999 as well as a Changjiang Chair Professor of Shanghai Jiao Tong University since 2000. He became the director of the Solar Power Research Institute of Shanghai Jiao Tong University since 2007. Dr. Shen has participated in various science and technology research programmes in the PRC, published scientific papers in international journals and books on photovoltaic subjects. He graduated from the Shanghai Institute of Technical Physics, Chinese Academy of Sciences with a doctorate degree in 1995. During the period from 1996–1999, he joined Georgia State University in the U.S. as a postdoctoral fellow. Dr. Shen is currently an executive council member of China Renewable Energy Society, the chairman of the Committee of Shanghai Solar Energy Society, an advisory committee member of the International Photovoltaic Science and Engineering Conference and the chief editor of an academic journal “Solar PV of China”. He is an independent non-executive director of Shanghai Aerospace Automobile Electromechanical Co., Ltd. (上海航天汽車機電股份有限公司), a company with its shares listed on The Shanghai Stock Exchange, and Jolywood (Suzhou) Sunwatt Co., Ltd. (蘇州中來光伏新材股份有限公司), a company with its shares listed on The Shenzhen Stock Exchange.

Mr. WONG Man Chung, Francis

Independent Non-Executive Director

WONG Man Chung, Francis has been an Independent Non-Executive Director of the Company since April 2016. He is also a member of the Strategy and Investment Committee of the Company. He is a Certified Public Accountant (Practising). Mr. Wong is a fellow member in respect of The Chartered Association of Certified Accountants, The Institute of Chartered Accountants in England and Wales, The Society of Chinese Accountants & Auditors and The Hong Kong Institute of Certified Public Accountants and a certified tax adviser of the Taxation Institute of Hong Kong. Previously, Mr. Wong has worked for KPMG, an international accounting firm for 6 years and the Compliance Department of Hong Kong Securities Clearing Company Limited for about 2 years. He has over 27 years of experience in auditing, taxation, corporate internal control & governance, acquisition & financial advisory, corporate restructuring & liquidation, family trust & wealth management. Mr. Wong is currently an independent non-executive director of China Oriental Group Company Limited, Digital China Holdings Limited, Wai Kee Holdings Limited, Integrated Waste Solutions Group Holdings Limited, Greenheart Group Limited, Kunming Dianchi Water Treatment Co., Ltd., China New Higher Education Group Limited and Hilong Holding Limited, the shares of all these companies are listed on the Main Board of the Stock Exchange of Hong Kong Limited. Mr. Wong holds a master’s degree in management from Guangzhou Jinan University (廣州暨南大學), the PRC.

Appended below are the procedures for a member of GCL-Poly Energy Holdings Limited (the "Company") to propose a person for election as a director of the Company, which are subject to the Company's articles of association and applicable legislation and regulation.

Procedures for a member to propose a person for election as a director

The following procedures are subject to the Company’s Articles of Association and applicable legislation and regulation.

If a member, who is duly qualified to attend and vote at the general meeting convened to deal with appointment/
election of director(s), wishes to propose a person (other than the member himself/herself) for election as a director at
that meeting, he/she can deposit a written notice at the Company’s principal office at Unit 1703B–1706, Level 17,
International Commerce Centre, 1 Austin Road West, Kowloon, Hong Kong, or at any address notified by the
Company from time to time for the attention of the Company Secretary of the Company.

In order for the Company to inform all members of that proposal, the written notice must state the full name of the
person proposed for election as a director, his/her biographical details as required by rule 13.51(2) of the Rules
Governing the Listing of the Securities on The Stock Exchange of Hong Kong Limited, and be signed by the member
concerned and that person indicating his/her willingness to be elected.

The period for lodgment of such a written notice will commence on the day after the despatch of the notice of the
general meeting and end no later than seven (7) clear days prior to the date of such general meeting. If the notice is
received less than fifteen (15) business days prior to that general meeting, the Company will need to consider
adjournment of the general meeting in order to (i) assess the suitability of the proposed candidate; and (ii) publish an
announcement or circulate a supplementary circular in relation to the proposal to the members at least fourteen (14)
clear days and not less than ten (10) business days prior to the general meeting.

Members who have enquires about the above procedures may write to the Company Secretary at Unit 1703B–1706, Level
17, International Commerce Centre, 1 Austin Road West, Kowloon, Hong Kong or at any address notified by the Company
from time to time.

The Company is dedicated to achieve and maintain a high standard of corporate governance to maximize the
Company’s and the shareholders’ value, with continuous review and evaluation of the various systems and procedures
to ensure their effectiveness. During 2013, the Corporate Governance Committee reviewed and assessed the
effectiveness of the whistle-blowing policy, the connected transactions policy, the inside information policy and the
notifiable transaction policy. The Nomination Committee has adopted the board diversity policy on 27 August 2013.

Corporate Governance Practice

The Company has complied with all the code provisions as set out in the Corporate Governance Code (“CG Code”)
under Appendix 14 in the Listing Rules for the year ended 31 December 2013 save for the deviation from code
provision A.2.1 and A.5.1 of the CG Code.

Code provision A.2.1 stipulates that the roles of chairman and chief executive officer should be separate and should
not be performed by the same individual. Mr. Zhu Gongshan, the Chairman and a Director of the Company, acted
as the Chairman of the Board and also the Chief Executive Officer of the Company. In view of Mr. Zhu as the
founder of the Company and our Xuzhou polysilicon production base, his in-depth knowledge and expertise, his
extensive business network and connections, the scope of operations and the business development of the Company,
the Board considered that it was appropriate to elect Mr. Zhu as the Chief Executive Officer. The Board is of the
view that an experienced and dedicated management team and executives will give continuous support and
assistance to Mr. Zhu and that he discharges his responsibilities to manage the Board as well as the Group’s
businesses effectively. The Board and the Nomination Committee will review the board structure regularly to ensure
it meets the needs of the Company’s development and objectives.

Code provision A.5.1 stipulates that a nomination committee should comprise a majority of independent nonexecutive
directors. As a result of the resignation of an independent non-executive director (“INED”) on 8 January
2014, the nomination committee currently comprises one executive director and one INED. The Board will appoint
another INED as additional committee member in due course.

The Board

Board Composition

The Board is currently comprised nine Directors with professional background and/or extensive expertise in the
Group’s business related industries. The Board comprises six executive Directors and three independent non-executive
Directors. The Directors who served the Board during the year ended 31 December 2013 and up to the date of
this report are as follows:

Executive Directors

Zhu Gongshan (Chairman and CEO)

Ji Jun

Shu Hua

Yu Baodong

Sun Wei

Zhu Yufeng

Non-executive Directors

Zhang Qing

resigned on 14 January 2014

Zhou Yuan

resigned on 14 January 2014

Independent non-executive Directors

Qian Zhixin

resigned on 8 January 2014

Ho Chung Tai, Raymond

Xue Zhongsu

Yip Tai Him

Biographical details of the Directors are set out under the section headed “Biographical details of Directors and
Senior Management” of this annual report on pages 11 to 12.

Mr. Zhu Yufeng is the son of Mr. Zhu Gongshan. Save for the above and to the best knowledge of the Company,
there is no financial, business, family or other material or relevant relationships among members of the Board.

Mr. Zhu Gongshan is the founder of a trust which owned approximately 32.41% interests in the share capital of
the Company as at 31 December 2013 for himself and his family, including Mr. Zhu Yufeng. Mr. Zhou Yuan and
Mr. Zhang Qing are employees of China Investment Corporation, which through its wholly-owned subsidiary, namely
Chengdong Investment Corporation, controlled approximately 12.37% issued share capital of the Company at 31
December 2013. Mr. Zhou Yuan and Mr. Zhang Qing resigned as non-executive Directors on 14 January 2014 when
Chengdong Investment Corporation’s shareholding (including its affiliate) in the entire issued share capital of the
Company was less than 5%. Save as disclosed in this paragraph and to the best knowledge of the Company, there
is no relevant relationships between the members of the Board and the substantial shareholders of the Company.

Each INEDs has made a written confirmation to the Company of his independence with reference to the criteria
and guidelines as set out in Rule 3.13 of the Listing Rules. Each Director has declared to the Company of his/her
interests in any material contracts or other interest in the business of the Group or in any competing business with
the Group. During the year ended 31 December 2013, the Company has complied with the requirements under
Rules 3.10 and 3.10A of the Listing Rules, which requires that every board of directors of a listed issuer must
include at least 3 INEDs, at least one of the INEDs has appropriate professional qualifications or accounting or
related financial management expertise and an issuer must appoint INEDs representing at least one-third of the
board, respectively. Mr. Qian Zhixin resigned as an INED with effect from 8 January 2014, which resulted in the
number of INEDs less than one-third of the Board. However, upon the resignations of Mr. Zhou Yuan and Mr.
Zhang Qing as the non-executive Directors on 14 January 2014, the number of INEDs was restored to one-third of
the Board and Rule 3.10A of the Listing Rules was complied with.

Appropriate insurance to cover against liability of the Directors and officers of the Company was arranged and will
be renewed annually.

Board Process and Effectiveness

The Board is responsible for leading the Group’s activities by determining strategic directions and business plan,
exercising a number of reserved powers to oversee the operations and monitor the financial performance of the
Group by determination of the annual budget, approving significant capital investment, ensuring the integrity of
the Group’s accounting and financial reporting system and to review the adequacy of the resources. The management
is responsible to implement the Board’s decision within the delegated authority, to make investment proposal and
report their performance regularly to the Board.

Key features of Board process:

At least four regular Board meetings will be held each year, with additional meetings to be held as and when
required. All Directors will be informed of the tentative dates of the regular Board meetings to be held at
the beginning of each year. In 2013, there were four regular meetings and four non-regular meetings held
by the Board;

In respect of regular meetings, at least 14 days’ notice is given to all Directors to give them an opportunity
to attend. For all other meetings, reasonable notice is given;

proposed agenda will be given to all Directors at least 14 days prior to the regular meetings to give them
an opportunity to include matters in the agenda and the board papers will be sent to all Directors at least
3 days before the meetings;

all Directors is able to access to the advice and services of the company secretary, management and external
professionals with a view to ensuring that board procedures, all applicable rules and regulations, are followed;

minutes of all board meetings and committee meetings have been sent to all directors for their comments
and records respectively, within a reasonable time after the meetings are held;

a procedure was adopted by the Company to enable Directors, upon reasonable request, to seek independent
professional advice in appropriate circumstances, at the Company’s expense.

Appointment and Re-election of Directors

The INEDs and non-executive Directors are appointed for a specific term of office for three years. The Board had
renewed the term of service of Mr. Yip Tai Him, an INED, for a term of three years commencing from 31 March
2012. Ir. Dr. Raymond Ho Chung Tai and Mr. Xue Zhongsu, each have his term of office renewed for three years,
commencing from 13 November 2013. The two non-executive Directors who resigned on 14 January 2014, namely
Mr. Zhou Yuan and Mr. Zhang Qing, were appointed for a term of three years commencing from their appointment
date, ie. 9 November 2012 and 12 March 2012, respectively. All Directors, including the INEDs and non-executive
Directors are subject to retirement by rotation and re-election at annual general meetings in accordance with the
Company’s Articles of Association, provided that every Director shall be retired at least once every three years. In
the annual general meeting held in May 2013, Mr. Shu Hua, Mr. Yu Baodong, Mr. Zhou Yuan, Ir. Dr. Raymond
Ho Chung Tai and Mr. Xue Zhongsu had been retired and re-elected as Directors.

Nomination of Director

Where vacancies arise at the Board or whenever any qualified professionals or individuals with relevant expertise
and experience is likely to be invited to join the Board, the qualifications, experience and awards (if any) of the
proposed candidate(s) will be put forward to the Nomination Committee for its consideration and recommendation
to the Board.

Responsibilities of Directors

During the year, Directors, including non-executive Directors attended and participated in various committees, board
and general meetings. In order to encourage the Director’s active participation in the meetings, meeting materials
will be and had been dispatched to the Directors days in advance of the meetings to allow them to have the
chance to read and understand the issues to be discussed in the meetings. The Company had circulated a monthly
report to the Directors to keep them up-to-date of the financial status and position of the Group during the year.

At the beginning of each year, the Directors are provided with the tentative schedule of meetings so that they can
mark their calendar as early as possible to avoid conflict of meetings. There were eight Board meetings held during
the year and the average attendance rate is 85.4%. One general meeting, the annual general meeting, was held
during the year 2013. The attendance of such meetings was shown in the table below:

Members of the Board

Number of
Board meetings
attended/held

Number
of general
meetings
attended/held

Executive Directors

Zhu Gongshan(Chairman and CEO)

5/8

1/1

Ji Jun

7/8

0/1

Shu Hua

6/8

1/1

Yu Baodong

8/8

1/1

Sun Wei

8/8

1/1

Zhu Yufeng

6/8

0/1

Non-Executive Directors

Zhang Qing(resigned on 14 January 2014)

2/6

0/1

Zhou Yuan(resigned on 14 January 2014)

0/1

0/0

Independent Non-executive Directors

Yip Tai Him

7/8

1/1

Qian Zhixin(resigned on 8 January 2014)

7/8

1/1

Ho Chung Tai, Raymond/span>

8/8

1/1

Xue Zhongsu

8/8

1/1

* 1 out of the 6 meetings attended by his proxy

Directors’ Induction and Continuous Professional Development

Upon the appointment of Directors, a comprehensive Directors’ handbook, which sets out the Company’s business
and a summary of the applicable laws, rules and regulations and key governance issues, will be provided to each
newly appointed Director. A briefing regarding the rules and regulations applicable to directors of listed companies
to observe during their services on Board as well as the businesses and development of the Group will also be
provided to each of the newly appointed Directors. The Directors’ handbook will be regularly updated.

The Company will also update the Directors and senior management on any amendments to or revision of any
applicable rules, regulations and laws or refresh their knowledge and skills by providing briefings or arrangement
of seminars for the Directors and senior management to attend. During the year, an update on the board diversity
requirements was provided to the Nomination Committee and in January 2014, a briefing on the environmental,
social and governance reporting guide was provided to the executive Directors. Subsequent to the seminar in relation
to the inside information disclosure requirements was offered to the Directors in November 2012, a briefing of
such topic was provided to the senior management in January 2013.

The Directors acknowledged the importance of updating their professional development and refreshing their
knowledge and skills. The Company encouraged the Directors to participate in any seminar or forum organized by
professional bodies, independent auditors, solicitors, chambers and business organizations as well as reading relevant
articles. Below is a table in accordance with the records maintained by the Company indicating the Directors had
received the following training in compliance with Rule A.6.5 of the Listing Rules during the year:

Directors

Corporate Governance/Updates
on Laws, Rules &
Regulations

Accounting/Financial/
Management or Other
Professional Skills

Read
Materials

Attend
Seminars/
Briefings

Read
Materials

Attend
Seminars/
Briefings

Executive Directors

Zhu Gongshan(Chairman and CEO)

√

√

√

Ji Jun

√

√

√

Shu Hua

√

√

√

Yu Baodong

√

√

√

Sun Wei

√

√

√

Zhu Yufeng

√

√

√

√

Non-Executive Directors

Zhang Qing(resigned on 14 January 2014)

√

√

Zhou Yuan(resigned on 14 January 2014)

√

√

Independent Non-executive
Directors

Yip Tai Him

√

√

√

√

Qian Zhixin(resigned on 14 January 2014)

√

√

√

Ho Chung Tai, Raymond

√

√

√

√

Xue Zhongsu

√

√

√

Chairman and Chief Executive Officer

Mr. Zhu Gongshan is the Chairman and the Chief Executive Officer of the Company. The primary responsibilities
of the Chairman are to provide leadership to the Board in setting corporate goals of the Company, overseeing the
performance and effectiveness of the Board, ensuring the compliance of rules and regulation and taking a lead to
ensure that the Board acts in the best interest of the Company and shareholders as a whole. In particular, the
Chairman should ensure that Board meetings are effectively conducted, including all directors to receive timely,
adequate, accurate, complete and reliable information. The Chairman also takes the primary responsibility for
ensuring that good corporate governance practices and procedures are established. The primary responsibilities of
the Chief Executive Officer of the Company are to provide leadership for the management of the Company, taking
a lead to implement the Company’s business strategies and oversee the performance of the management in achieving
corporate goals. The Board notes that the Chairman and the Chief Executive Officer of the Company are being
acted by the same person and will continuously monitor and make new appointments when appropriate.

The Chairman will meet with the non-executive Directors to discuss openly with them of any issues concerning the
Company, without the presence of executive Directors. During the year, a meeting has been held among the
Chairman and the INEDs.

Delegation by the Board

The Board delegates certain responsibilities to various committees which are discussed below. Each of these
committees has its respective terms of reference, which are posted on the Stock Exchange’s and the Company’s
websites.

Accountability and Audit

The Directors acknowledge their responsibility for preparing the financial statements for each financial year, which
give a true and fair view of the state of affairs of the Group and of the profits and cash flows of the Group in
accordance with the International Financial Reporting Standards, disclosure requirements of the Hong Kong
Companies Ordinance and the Listing Rules. In preparing the financial statements for the year ended 31 December
2013, the Directors have selected suitable accounting policies and applied them consistently; made judgements and
estimates which are reasonable and have prepared the financial statements on a going concern basis. The Directors
are responsible for keeping proper accounting records that disclose with reasonable accuracy at any time the financial
position, results of operations, cash flows and changes in equity of the Group. The Independent Auditor’s Report
relating to their reporting responsibilities on the financial statements of the Company is set out on pages 61 and
62 of this annual report.

Audit Committee

The Company established the Audit Committee on 22 October 2007, which currently comprises three INEDs, namely
Mr. Yip Tai Him, Mr. Xue Zhongsu and Ir. Dr. Raymond Ho Chung Tai. Mr. Xue Zhongsu was appointed as a
member of the Audit Committee on 14 January 2014 to fill up the vacancy created by the resignation of Mr. Qian
Zhixin on 8 January 2014. Mr. Yip Tai Him, who is a practicing accountant in Hong Kong and a member of the
Institute of Chartered Accountants in England and Wales and the Association of Chartered Certified Accountants
in the United Kingdom, possesses extensive accounting experience and serves as the chairman of the committee.

The terms of reference of the Audit Committee setting out the operation, authorities and responsibilities of the
committee is available on the websites of the Company and the Stock Exchange. The major responsibilities of the
Audit Committee includes:

monitoring integrity of the financial statements;

reviewing annual report and interim report;

monitoring and assessing the internal control system (including the adequacy of resources, qualifications and
experience of accounting and financial reporting staff) and risk management system;

monitoring and assessing the performance of internal control function;

monitoring the independence of an external auditor;

monitoring and assessing the performance of external auditor, proposing to the board the appointment or
removal of external auditor, and facilitating the communication between external auditor and internal audit
function;

reviewing arrangements on raising, independent investigation and appropriate follow-up action in relation to
possible improprieties in financial reporting and internal control are in place; and

acting as key representative body for overseeing the Company’s relations with the external auditor.

Three Audit Committee meetings were held in 2013 and the attendance is set out in the following table:

Members of Audit Committee

Number of
meetings
attended/held

Mr. Yip Tai Him(Chairman)

3/3

Mr. Qian Zhixin(resigned on 8 January 2014)

3/3

Ir. Dr. Raymond Ho Chung Tai

3/3

In addition to the aforesaid three meetings, the Audit Committee also held a meeting in March 2014. The following
work was performed by the Audit Committee during and subsequent to the year ended 31 December 2013:

reviewed and approved the audit fees;

assess the independence of the external auditors;

approved the scope of audit for the year ended 31 December 2013;

reviewed the 2013 auditor’s report from Deloitte Touche Tohmatsu;

reviewed the 2013 audited financial statements and the results announcement (including the unaudited
financial statements and the results announcement for 1st half of 2013);

reviewed the report on the continuing connected transactions for the financial year ended 31 December 2013;

reviewed the internal control review reports prepared by Baker Tilly Hong Kong Business Services Ltd. and
concluded that the Group has an effective internal control system and the qualifications and experience of
the Company’s accounting staff and resource for financial reporting function are adequate;

reviewed various aspects of risk management; and

recommendation of the election of the proposed external auditors at the forthcoming annual general meeting.

The Audit Committee monitors the audit and non-audit services rendered to the Group by its external auditors and
ensures that their engagement in other non-audit services will not impair their audit independence.

For the year ended 31 December 2013, the total remuneration in respect of services provided by Deloitte Touche
Tohmatsu is analyzed as follows:

Nature of Service

Fees
(HK$’000)

Audit services

– 2013 Annual audit

7,393

Non-audit services

– 2013 Interim review

1,005

– Professional services fee

1,689

10,087

Internal Controls

The Directors assume the responsibility for maintaining and reviewing the effectiveness of the Group’s internal
controls, and through the Company’s Audit Committee, kept regularly appraised of significant risks that may impact
on the Group’s performance. Appropriate policies and control procedures covering tendering, financial reporting,
sales and procurement, human resources and legal compliance have been designed, implemented and reviewed to
ensure that assets are safeguarded against improper use or disposal; established system, relevant rules and
regulations are adhered to and complied with; reliable financial and accounting records are maintained in accordance
with relevant accounting standards and regulatory reporting requirements; and key risks that may impact on the
Group’s performance are appropriately identified and managed. Such procedures are designed to manage, rather
than eliminate, the risk of failure to achieve business objectives. These procedures can only provide reasonable, and
not absolute, assurance against material errors, losses and fraud.

The various system and procedures, accessible on the Group’s intranet, is maintained and communicated to all staff
for compliance purposes. In addition, the Whistleblowing Policy for staff to raise concerns about suspected
misconducts implementation and, malpractice or improprieties relating to the Group was implemented. The Inside
Information Policy to safeguard the exposure of breaching the disclosure risk was also established during the year.

In addition to the internal control function carried out internally by the Group, an external independent risk advisory
firm (the “Advisor”) has been engaged to review and appraise the internal control system of the Group regularly
over the past few years. The semi-annual internal control review plan of the Group carried out by the Advisor
covers major activities and material controls (including operational, financial and compliance) of the Group’s business and service units. During the year the Advisor had reviewed (i) accounts receivable and credit control of photovoltaic
business; (ii) the operations and efficiency of financial resources centre and data technology centre in Suzhou
management office. The Advisor had conducted on-site visits and initiated discussions with our management teams
during the review for the purpose of assessing the overall risks. A report on the result of assessment and
recommendations from the Advisor was provided to the Audit Committee in August 2013 and March 2014,
respectively. In addition, during the year, our internal audit department (with the assistance of an external consultant)
completed the review of the existing systems and procedures in respect of our crystal growing business unit and
prepared a formal “internal control handbook”, which provides standard guideline over risk management

Based on the two reviews carried out by the Advisor. and the auditor’s report from Deloitte Touche Tohmatsu, the
Audit Committee and the Board concluded that there are no material irregularities nor areas of material concern
that would have significant adverse impact on the Company’s financial position or results of operations, and that
the internal control systems are adequate and effective and the Company’s accounting staff and resource for
financial reporting function are adequate.

The Board assessed the effectiveness of the internal control by considering the views of the Audit Committee and
both the internal and external auditors.

Remuneration of Directors and Senior Management

Remuneration Committee

The Remuneration Committee was established on 22 October 2007 and currently comprises two INEDs and an
executive Director, namely Ir. Dr. Raymond Ho Chung Tai, Mr. Yip Tai Him and Ms. Sun Wei. Ms. Sun Wei, an
executive Director, was appointed by the Board as a member of the Remuneration Committee on 14 January 2014
to fill up the vacancy created by the resignation of Mr. Qian Zhixin on 8 January 2014. Ir. Dr. Raymond Ho Chung
Tai is the chairman of the committee. The Board resolved to adopt that the Remuneration Committee has the duty
to determine, with delegated responsibility, the remuneration packages of individual executive directors and senior
management on 15 March 2012. A copy of the terms of reference setting out the operation, authorities and
responsibilities of the Remuneration Committee is available at the Company’s and the Stock Exchange’s websites.

making remuneration recommendations of non-executive Directors to the Board;

making recommendations or remuneration policy and structure for all Directors and senior management to
the board for approval; and

reviewing and approving the compensation arrangement to executive Directors and senior management for
any loss or termination of officer appointment to ensure that it is consistent with contractual terms and is
fair and not excessive.

Two meetings were held by the Remuneration Committee during the year 2013 and the attendance is set out in
the following table:

Members of Remuneration Committee

Number of
meetings
attended/held

Ir. Dr. Raymond Ho Chung Tai(Chairman)

2/2

Mr. Qian Zhixin(resigned on 8 January 2014)

1/2

Mr. Yip Tai Him

2/2

The Remuneration Committee had performed the following work during and subsequent to the year ended 31
December 2013:

reviewed and recommended the Board on the remuneration policy of the executive Directors and senior
management of the Company;

reviewed, considered and approved the remuneration package of the executive Directors;

approved the amount of incentives paid to the Directors; and

approved the granting of share options to qualified executives.

Details of remuneration payable to each Director of the Company have been set out in note 12 to the consolidated
financial statements.

Other Committee

Strategic Planning Committee

The Strategic Planning Committee was established on 22 October 2007 and currently comprises six members, three
INEDs and three executive Directors. The INEDs include Ir. Dr. Raymond Ho Chung Tai (who is also the chairman
of the committee), Mr. Yip Tai Him and Mr. Xue Zhongsu. The executive Directors who are also the committee
members are Mr. Zhu Gongshan, Ms Sun Wei and Mr. Ji Jun. Mr. Yip Tai Him (an INED) was appointed as a
member of the Committee by the Board on 14 January 2014 to fill in the vacancy created by the resignation of
Mr. Qian Zhixin on 8 January 2014.

The primary responsibilities of the Strategic Planning Committee include:

reviewing long-term strategic development plans;

reviewing the annual performance of the Company and assessing implementation and progress of the long
term strategic development plans;

reviewing and making recommendations to the Board for opportunities of upgrading the facilities, expansion,
mergers and acquisitions;

reviewing and making recommendations to the Board with regard to the political, social and economic
development affecting or potentially affecting the business activities of the Group; and

reviewing and monitoring the relationship of the Company with its key strategic joint-venture partners or the
relationship building with these partners.

A meeting was held during the year and all the members (except Mr. Qian Zhixin) had attended such meeting in
person. During the meeting, the Strategic Planning Committee had reviewed the market analysis, development
strategy and expected return of the solar business sector of the Group.

Nomination Committee

The Board approved to set up the Nomination Committee and its terms of reference on 15 March 2012. The
Committee currently comprises an INED, namely Mr. Xu Zhongsu (Chairman of the Committee), and an executive
Director, namely Mr. Yu Baodong. Mr. Qian Zhixin and Ms. Sun Wei resigned as a member of the Nomination
Committee on 8 January 2014 and 14 January 2014, respectively. Mr. Yu Baodong was appointed as a member
of the Nomination Committee with effect from 14 January 2014. The Board will appoint an INED as an additional
member as soon as practicable to comply with Code A.5.1 of the CG Code, which requires the committee should
comprise a majority of INEDs.

A copy of the terms of reference setting out the operation, authorities and responsibilities of the Nomination
Committee is available at the Company’s and the Stock Exchange’s websites.

The duties of the Nomination Committee includes reviewing the structure, size and composition of the Board at
least annually and making recommendations on any proposed changes to the Board, identifying and making
recommendations to the Board on the selection of individual nominated for directorships, assessing the independence
of INEDs, and making recommendations to the Board on the appointment or re-appointment of Directors and
succession planning for Directors.

A meeting was convened in August 2013 by the Committee and all of the members had attended the meeting
personally. During the meeting, the committee had reviewed and assessed (i) the independence of the INEDs against
the criteria and guidelines as set out in Rule 3.13 of the Listing Rules and concluded that all INEDs are complied
with the criteria; (ii) the composition of the existing Board members with reference to their age, sex, experience,
qualification and expertise against the business scope of the Company, (iii) the authorities and responsibilities of
the Nomination Committee; and (iv) adoption of the board diversity policy of the Company.

A summary of the board diversity policy is set out as follows:-

The Company continuously seeks to enhance the effective performance of its Board and also recognizes the benefits
of diversity in the boardroom.

When identifying suitable candidates and making nominations of the Board members, the Nomination Committee
will consider their skills, knowledge, experience and an appropriate mix of diversity, the perspectives of which
involve a number of factors, including but not limited to gender, age, culture and other qualities.

The Nomination Committee will take into account the Company’s own business model and specific needs to ensure
the diversity perspectives appropriate to the Company.

Equality of opportunity in all aspects of the Company’s business is highly concerned by the Company. Board
candidates will be considered against objective criteria and Board appointments will continue to be made on a
merit basis.

The Nomination Committee will regularly review the diversity policy to ensure its continued effectiveness and report
to the Board of any revisions of or recommendation on this policy.

Connected Transaction Committee

The Connected Transaction Committee was established in March 2011. The Committee currently comprises two
members (Mr. Yip Tai Him , an INED and Mr. Yu Baodong, an executive Director) after Mr. Zhou Yuan resigned
as a member on 14 January 2014. Mr. Yip Tai Him was appointed the Chairman of the Committee. The Board will
appoint an INED as an additional member of the Committee as soon as practicable so that the number of members
of the Committee shall be three, as stated in its terms of reference.

The main duties of the Committee are to:

review and recommend the Board on the connected/continuing connected transactions which are subject to
announcement and reporting and/or shareholders’ approval; and

review and recommend the Board on the Company’s policies and practices on compliance with legal and
regulatory requirements on connected/continuing connected transactions.

The Committee held two meetings during the year 2013, the attendance of which is set out below. The meetings
had reviewed and analyzed two continuing connected transactions of the Company, the conclusions and the
recommendations of which were reported to the Board.

Members of Connected Transaction Committee

Number of meetings attended/held

Yip Tai Him(Chairman of Committee)

2/2

Zhou Yuan(resigned on 14 January 2014)

1/2

Yu Baodong

2/2

Corporate Governance Committee

The Board resolved to establish the Corporate Governance Committee and its terms of reference on 15 March
2012. The Committee comprises two INEDs, namely Mr. Yip Tai Him and Ir. Dr. Raymond Ho Chung Tai, and an
executive Director, namely Mr. Yu Baodong. Ir. Dr. Raymond Ho Chung Tai was appointed the Chairman of the
Committee.

A copy of the terms of reference setting out the operation, authorities and responsibilities of the Corporate
Governance Committee is available at the Company’s and the Stock Exchange’s websites.

The duties of the Corporate Governance Committee includes:

developing and reviewing the Company’s policies and practices on corporate governance and make
recommendations to the Board;

reviewing and monitoring the training and continuous professional development of directors and senior
management;

reviewing and monitoring the Company’s policies and practices on compliance with legal and regulatory
requirements;

developing, reviewing and monitoring the code of conduct applicable to employees and directors; and

reviewing the Company’s compliance with the code and disclosure in the Corporate Governance Report.

A meeting has been convened by the Committee during the year 2013 and all members had attended the meeting
in person. At the meeting, the committee had reviewed (i) the performance of certain policies and practices of the
Company to determine its compliance with the Listing Rules, including the whistle-blowing policy, the inside
information policy, notifiable transaction policy and the connected transaction policy; and (ii) the policy in relation
to the training and continuous professional development of directors and senior management and the trainings/
briefings provided to Directors in 2013. The Committee also reviewed the effectiveness of these policies after
implementation. Subsequent to the year end, the members had also reviewed the contents of the corporate
governance report to ensure its compliance with the Corporate Governance Code under the Listing Rules.

Compliance with Model Code

The Board adopted the model code with terms no less exacting than the required standard as set out in Appendix
10 of the Listing Rules as its own model code of conduct regarding Directors’ securities transactions (the “Model
Code”). Having made specific enquiry of all Directors, all Directors confirmed that they have complied with the
required standard of dealings as set out in the Model Code throughout the year ended 31 December 2013.

Investor Relations and Communication with Shareholders

The Board recognizes the importance of communication with shareholders and has adhered to its established
communication policy. The general communication policy includes timely dispatch full and accurate information to
shareholders and investment public by announcement, financial reports and circulars through the website of the
Stock Exchange and the Company’s website; maintain dialogue with shareholders by disclosing the way of
communication to the Board and in relation to share registration matters, the contact of the share registrar in Hong
Kong; and by convening the general meetings (if any) and annual general meeting. On 31 May 2013, the Company
convened an annual general meeting, the Chairman of the Company and the chairman of each of the Audit
Committee, Remuneration Committee, Nomination Committee, Corporate Governance Committee and Connected
Transaction Committee had all attended such meeting to talk to and answer questions raised by the shareholders,
if any.

The Board and our Investor Relations team also communicated from time to time with analysts, fund managers,
institutional shareholders and media while keeping the stringent standard of not disclosing inside information to a
selective group. The Directors, executives together with our Investor Relations team held/participated in meetings,
presentations and conference with them. Details of investor relations activities were further described under the
section headed “Major Investor Relations Activities” of this report.

There is no change in the Company’s Memorandum and Articles of Association during the year. A copy of the
Memorandum and Articles of Association was available at the websites of the Stock Exchange and the Company.

Shareholders’ Rights

Procedures for members to convene extraordinary general meeting (“EGM”)

The following procedures are subject to the Company’s Articles of Association and applicable legislation and
regulation.

Pursuant to Article 58 of the Articles of Association of the Company, any one or more members of the
Company holding at the date of deposit of the requisition not less than one-tenth of the paid up capital of
the Company carrying the right of voting at general meetings of the Company shall at all times have the
right, by written requisition to the Board or the Company Secretary, to require an extraordinary general
meeting (“EGM”) to be called by the Board for the transaction of any business specified in such requisition;
and such meeting shall be held within two months after the deposit of such requisition. If within twenty-one
days of such deposit the Board fails to proceed to convene such meeting, the requisitionist(s) himself
(themselves) may do so in the same manner, and all reasonable expenses incurred by the requisitionist(s) as
a result of the failure of the Board shall be reimbursed to the requisitionist(s) by the Company.

The requisitionist(s) shall deposit his/their requisition together with the proposals to be considered at such
meeting at the principal place of business of the Company at Unit 1703B–1706, Level 17, International
Commerce Centre, 1 Austin Road West, Kowloon, Hong Kong or at any address notified by the Company
from time to time and for the attention of the Chairman of the Board and the Company Secretary.

If the requisition is in order, the Company Secretary will ask the Board to convene an EGM by serving sufficient
notice in accordance with the requirements under the Articles of Association to all the registered members.
On the contrary, if the requisition is invalid, the members concerned will be advised of this outcome and
accordingly, an EGM will not be convened as requested.

The notice period to be given to all the registered members for consideration of the proposal raised by the
member(s) concerned at an EGM varies according to the nature of the proposal, as follows:

- at least twenty-one (21) clear days’ notice in writing if the proposal constitutes a special resolution of
the Company, which cannot be amended other than to a mere clerical amendment to correct a patent
error; and

- at least fourteen (14) clear days’ and not less than ten (10) clear business days’ notice in writing if the
proposal constitutes an ordinary resolution of the Company.

Members who have enquires about the above procedures may write to the Company Secretary at Unit
1703B–1706, Level 17, International Commerce Centre, 1 Austin Road West, Kowloon, Hong Kong or at any
address notified by the Company from time to time.

Procedures for a member to propose a person for election as a director

The following procedures are subject to the Company’s Articles of Association and applicable legislation and
regulation.

If a member, who is duly qualified to attend and vote at the general meeting convened to deal with
appointment/election of director(s), wishes to propose a person (other than the member himself/herself) for
election as a director at that meeting, he/she can deposit a written notice at the Company’s principal office
at Unit 1703B–1706, Level 17, International Commerce Centre, 1 Austin Road West, Kowloon, Hong Kong,
or at any address notified by the Company from time to time for the attention of the Company Secretary
of the Company.

In order for the Company to inform all members of that proposal, the written notice must state the full name
of the person proposed for election as a director, his/her biographical details as required by rule 13.51(2) of
the Rules Governing the Listing of the Securities on The Stock Exchange of Hong Kong Limited, and be signed
by the member concerned and that person indicating his/her willingness to be elected.

The period for lodgment of such a written notice will commence on the day after the despatch of the notice
of the general meeting and end no later than seven (7) clear days prior to the date of such general meeting.
If the notice is received less than fifteen (15) business days prior to that general meeting, the Company will
need to consider adjournment of the general meeting in order to (i) assess the suitability of the proposed
candidate; and (ii) publish an announcement or circulate a supplementary circular in relation to the proposal
to the members at least fourteen (14) clear days and not less than ten (10) business days prior to the general
meeting.

Members who have enquires about the above procedures may write to the Company Secretary at Unit 1703B-1706,
Level 17, International Commerce Centre, 1 Austin Road West, Kowloon, Hong Kong or at any address notified by
the Company from time to time.

Enquiries to the Board

No procedure set in the Articles of Association of the Company available for any member to put forward an enquiry
to the Board. A member may, of course, at any time write to the board of directors of the Company at the
Company’s principal office at Unit 1703B-1706, Level 17, International Commerce Centre, 1 Austin Road West,
Kowloon, Hong Kong or at any address notified by the Company from time to time. In relation to share registration
matters in Hong Kong, a member shall contact the branch share registrar in Hong Kong, namely Tricor Investor
Services Limited at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong.

FBR method, under high temperature and high pressure, silicon tetrachloride, hydrogen, hydrogen chloride, and industrial silicon are introduced in a fluidized bed reactor as the raw materials to produce trichlorosilane (TCS)